Conversant Capital Amends Sonida Senior Living Stake

TL;DR

Conversant Capital updated their Sonida stake on 3/26. Keep an eye on this.

AI Summary

Conversant Capital LLC, through its affiliates, has amended its Schedule 13D filing regarding Sonida Senior Living, Inc. The filing, dated March 26, 2024, indicates a change in beneficial ownership. Conversant Capital LLC is a significant shareholder in Sonida Senior Living, Inc.

Why It Matters

This amendment signals potential shifts in control or strategy for Sonida Senior Living, Inc., as a significant shareholder updates their holdings.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or activist investor involvement, which can introduce volatility.

Key Players & Entities

• Conversant Capital LLC (company) — Filing entity and significant shareholder
• Sonida Senior Living, Inc. (company) — Subject company
• 20240326 (date) — Date of filing amendment

FAQ

Key Financial Figures

• $0.01 — , Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of
• $9.50 — 38 shares of Common Stock at a price of $9.50 per share. At the first closing of the

Filing Documents

• ff3186992_13da4-sonida.htm (SC 13D/A) — 245KB
• ff3186992_ex17-sonida.htm (EX-1.7) — 13KB
• ff3186992_ex18-sonida.htm (EX-1.8) — 14KB
• ff3186992_ex991-sonida.htm (EX-99.1) — 16KB
• 0000895345-24-000102.txt ( ) — 290KB

Identity and Background

Item 2. Identity and Background.

is hereby amended and restated to read as follows

Item 2 is hereby amended and restated to read as follows: (a), (f) This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the " Exchange Act "), by: i. Conversant Dallas Parkway (A), L.P., a Delaware limited partnership ("Investor A"); ii. Conversant Dallas Parkway (B), L.P., a Delaware limited partnership ("Investor B"); iii. Conversant Dallas Parkway (D), L.P., a Delaware limited partnership ("Investor D" and together with Investor A and Investor B, the "Conversant Investors") iii. Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); iv. Michael J. Simanovsky, a citizen of the United States of America; and v. Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital" and together with the Conversant Investors, Conversant GP, and Mr. Simanovsky, the "Reporting Persons"). The Conversant Investors are alternative investment vehicles of Conversant GP; established for purpose of investing in Issuer's securities. Conversant Capital is the investment manager of and makes investment decisions for the Conversant Investors. Mr. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of the Conversant Investors. Mr. Simanovsky is the managing member of Conversant GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, and Mr. Simanovsky may be deemed to beneficially own the shares of Common Stock (including Common stock issuable upon conversion of Series A Preferred Stock or upon exercise of warrants to purchase Common Stock) owned directly by the Conversant Investors. The Reporting Persons are filing this statement jointly with respect to the same securities as contemplated by Rule 13d-1(k)(1). The Conversant Investors and Conversant Capital may constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated by the Securities and Ex

Source and Amount of

Item 3. Source and Amount of Funds or Other Consideration.

is hereby amended by the addition of the following

Item 3 is hereby amended by the addition of the following: The disclosure set forth in Item 4 below of this Amendment regarding the acquisition shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby amended by the addition of the following

Item 4 is hereby amended by the addition of the following: As disclosed on the Issuer Private Placement 8-K, the Conversant Investors, along with other investors, entered into the Securities Purchase Agreement with the Issuer pursuant to a Private Placement in which Investor A agreed to purchase 1,892,457 shares of Common Stock and Investor B agreed to purchase 1,265,438 shares of Common Stock at a price of $9.50 per share. At the first closing of the Private Placement, completed on February 1, 2024, the Company issued and sold 1,261,638 shares of Common Stock to Investor A and 843,625 shares of Common Stock to Investor B. On March 21, 2024, the Conversant Investors entered into a Partial Assignment and Assumption of Securities Purchase Agreement pursuant to which each of Investor A and Investor B assigned to Investor D a portion of their rights and interests to purchase shares of Common Stock in the second closing of the Private Placement as provided therein, as well as the obligations under the Securities Purchase Agreement. On the same date, Investor D entered into a Joinder Agreement to the Securities Purchase Agreement with the Issuer. At the second closing, completed on March 22, 2024, the Company issued the remaining 5,227 shares of Common Stock to Investor A, 15,189 shares of Common Stock to Investor B and 1,032,216 shares of Common Stock to Investor D, along with additional shares to the other participating purchasers. The Conversant Investors paid for the shares of Common Stock acquired in the second closing of the Private Placement using a combination of their existing investment capital and by calling capital from its investors. The second closing was subject, among other, to the Stockholder Approval, which occurred on March 21, 2024.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) and (b) are hereby amended and restated to read as follows: (a) (b) For information regarding beneficial ownership, see the information presented on the cover pages of this Schedule 13D.

(c) is hereby amended and restated to read as follows

Item 5(c) is hereby amended and restated to read as follows: (c) The disclosure set forth above in Item 4 of this Amendment regarding the acquisition of the shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Contracts, Arrangements, Understandings or

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

is hereby amended by the addition of the following

Item 6 is hereby amended by the addition of the following: The disclosure set forth in Item 4 above of this Amendment regarding the assignment of rights to purchase Common Stock to Investor D and the acquisition shares of Common Stock in the second closing of the Private Placement is incorporated herein.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

is hereby amended by the addition of Exhibits 1.7 and 1.8 and the replacement of Exhibit 99.1

Item 7 is hereby amended by the addition of Exhibits 1.7 and 1.8 and the replacement of Exhibit 99.1. 1.7 Partial Assignment and Assumption of Securities Purchase Agreement, dated March 21, 2024. 1.8 Joinder Agreement to Securities Purchase Agreement, dated March 21, 2024. 99.1 Joint Filing Agreement.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 26, 2024 CONVERSANT DALLAS PARKWAY (A) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT DALLAS PARKWAY (B) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT DALLAS PARKWAY (D) LP By: Conversant GP Holdings LLC, its general partner /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT GP HOLDINGS LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer CONVERSANT CAPITAL LLC /s/ Paul Dumaine Name: Paul Dumaine Title: General Counsel and Chief Compliance Officer MICHAEL SIMANOVSKY /s/ Paul Dumaine Name: Paul Dumaine Title: Attorney-in-fact for Michael J. Simanovsky

View Full Filing

View this SC 13D/A filing on SEC EDGAR